Discontinued Operations, Goodwill and Intangible Assets

9 Months Ended

Jun. 30, 2025

Discontinued Operations, Goodwill, and Intangible Assets [Abstract]

Discontinued Operations, Goodwill and Intangible Assets

In the first quarter of fiscal 2020, management approved a plan to dispose of via sale the Company’s self-perform at-risk construction businesses. These businesses include the Company’s civil infrastructure, power, and oil and gas construction businesses that were previously reported in the Company’s Construction Services segment. After consideration of the relevant facts, the Company concluded the assets and liabilities of its self-perform at-risk construction businesses met the criteria for classification as held for sale. The Company concluded the actual and proposed disposal activities represented a strategic shift that would have a major effect on the Company’s operations and financial results and qualified for presentation as discontinued operations in accordance with FASB ASC 205-20. Accordingly, the financial results of the self-perform at-risk construction businesses are presented in the Consolidated Statement of Operations as discontinued operations for all periods presented. Current and non-current assets and liabilities of these businesses not sold as of the balance sheet date are presented in the Consolidated Balance Sheets as assets and liabilities held for sale for both periods presented.

The Company completed the sale of its power and oil and gas construction businesses in fiscal 2021 and fiscal 2022, respectively. The Company completed the sale of its civil infrastructure construction business to affiliates of Oroco Capital in the second quarter of fiscal 2021. In the second quarter of fiscal 2024, the Company recorded a $103.1 million loss related to a revised estimate of its contingent consideration receivable recognized in its civil infrastructure construction business.

During the third quarter of fiscal 2024, the Company resolved contingencies related to the sale of its civil infrastructure construction business and received equity in the counterparty, and the Company recorded a $12.7 million gain based on the fair value of the equity received. Concurrently, the Company participated as a member of a lending group in a revolving credit facility for the counterparty, committing to fund $30 million that matures in May 2029. At June 30, 2025, the counterparty had $4.4 million outstanding under the credit facility, and all cash flows were classified as other investing activities.

During the second quarter of fiscal 2025, the Company and its joint venture counterparty amended the joint venture agreement for a business classified as held for sale. In connection with the amendment and consistent with ASC 810, Consolidation, the Company reconsidered whether it remained the primary beneficiary under the variable interest model and concluded it was no longer the primary beneficiary. As such, the Company deconsolidated the joint venture as of the amendment date. The Company continues to present its retained noncontrolling interest as held for sale and equity in earnings from the joint venture are reported in net loss from discontinued operations. No gain or loss was recognized in the deconsolidation of the joint venture during the second quarter of fiscal 2025.

Department of Energy Deactivation, Demolition, and Removal Project

A former affiliate of the Company, Amentum Environment & Energy, Inc., f/k/a AECOM Energy and Construction, Inc. (“Former Affiliate”), executed a cost-reimbursable task order with the Department of Energy (DOE) in 2007 to provide deactivation, demolition and removal services at a New York State project site that, during 2010, experienced contamination and performance issues. In February 2011, the Former Affiliate and the DOE executed a Task Order Modification that changed some cost-reimbursable contract provisions to at-risk. The Task Order Modification, including subsequent amendments, required the DOE to pay all project costs up to $106 million, required the Former Affiliate and the DOE to equally share in all project costs incurred from $106 million to $146 million, and required the Former Affiliate to pay all project costs exceeding $146 million.

Due to unanticipated requirements and permitting delays by federal and state agencies, as well as delays and related ground stabilization activities caused by Hurricane Irene in 2011, the Former Affiliate was required to perform work outside the scope of the Task Order Modification. In December 2014, the Former Affiliate submitted an initial set of claims against the DOE pursuant to the Contracts Disputes Acts seeking recovery of $103 million, including additional fees on changed work scope (the “2014 Claims”). On December 6, 2019, the Former Affiliate submitted a second set of claims against the DOE seeking recovery of an additional $60.4 million, including additional project costs and delays outside the scope of the contract as a result of differing site and ground conditions (the “2019 Claims”). The Former Affiliate also submitted three alternative breach of contract claims to the 2014 Claims and the 2019 Claims that may entitle the Former Affiliate to recovery of $148.5 million to $329.4 million. On December 30, 2019, the DOE denied the Former Affiliate’s 2014 Claims. On September 25, 2020, the DOE denied the Former Affiliate’s 2019 Claims. The Company filed an appeal of these decisions on December 20, 2020 in the Court of Federal Claims. Deconstruction, decommissioning and site restoration activities are complete.

On January 31, 2020, the Company completed the sale of its Management Services business, including the Former Affiliate who worked on the DOE project, to Maverick Purchaser Sub LLC (“MS Purchaser”), an affiliate of American Securities LLC and Lindsay Goldberg LLC. The Company and the MS Purchaser agreed that all future DOE project claim recoveries and costs will be split 10% to the MS Purchaser and 90% to the Company with the Company retaining control of all future strategic legal decisions.

The Company intends to vigorously pursue all claimed amounts but can provide no certainty that the Company will recover 2014 Claims and 2019 Claims submitted against the DOE, or any additional incurred claims or costs, which could have a material adverse effect on the Company’s results of operations.

Refinery Turnaround Project

A former affiliate of the Company, which was sold in a series of transactions to effectuate the sale of the self‑perform at-risk construction businesses, entered into an agreement to perform turnaround maintenance services in Montana in December 2017. The former affiliate performed additional work outside of the original contract and became entitled to payment from the refinery owner. As part of the sale of the former affiliate, the refinery turnaround project, including related claims, were retained by the Company. The former affiliate's claims against the refinery owner and the refinery owner's crossclaims against the Company's former affiliate moved to federal court. A jury trial was completed on February 1, 2025, resulting in a favorable verdict for the Company. As a result of unfavorable court orders on post-trial motions during the third quarter of fiscal 2025, including pre-judgment interest and prompt payment interest, and issuance of the associated judgment, the Company recorded a $53.0 million loss from the reduction in the expected future net cash proceeds the Company would receive as a result of the trial verdict. The Company has appealed the judgment. The loss is reported in discontinued operations as the project was completed prior to the sale of the former affiliate.

The following table represents summarized balance sheet information of assets and liabilities held for sale (in millions):


	June 30, 2025		September 30, 2024

Cash and cash equivalents	$	—	$	4.0
Receivables and contract assets	—		73.2
Current assets held for sale	$	—	$	77.2

Investment in unconsolidated joint venture	$	16.9	$	—
Property and equipment, net	—		16.7
Other	—		1.2
Write-down of assets to fair value less cost to sell	—		(17.9)
Non-current assets held for sale	$	16.9	$	—

Accounts payable and accrued expenses	$	—	$	35.6
Current liabilities held for sale	$	—	$	35.6

The following table represents summarized income statement information of discontinued operations (in millions):


	Three Months Ended				Nine Months Ended
	June 30, 2025		June 30, 2024		June 30, 2025		June 30, 2024

Revenue	$	—	$	37.3	$	102.7	$	138.4
Cost of revenue	—		41.8		106.6		139.5
Gross loss	—		(4.5)		(3.9)		(1.1)
Equity in losses of joint ventures	(0.1)		—		(6.1)		(3.4)
(Loss) income on disposal activities	(58.3)		12.7		(75.0)		(100.4)
Transaction costs	—		—		—		(0.2)
(Loss) income from operations	(58.4)		8.2		(85.0)		(105.1)
Other expense	(0.4)		(0.6)		(0.8)		(1.7)
(Loss) income before taxes	(58.8)		7.6		(85.8)		(106.8)
Income tax (benefit) expense	(14.9)		1.9		(22.0)		(1.8)
Net (loss) income from discontinuing operations	$	(43.9)	$	5.7	$	(63.8)	$	(105.0)

The significant components included in our Consolidated Statement of Cash Flows for the discontinued operations are as follows (in millions):


	Three Months Ended				Nine Months Ended
	June 30, 2025		June 30, 2024		June 30, 2025		June 30, 2024

Payments for capital expenditures	$	—	$	(0.3)	$	—	$	(2.4)
Noncash increase in noncurrent assets held for sale due to deconsolidation of a joint venture	$	—	$	—	$	41.6	$	—
Noncash decrease in noncontrolling interest due to deconsolidation of a joint venture	$	—	$	—	$	(13.8)	$	—

The changes in the carrying value of goodwill by reportable segment for the nine months ended June 30, 2025 were as follows:


	September 30, 2024		Foreign Exchange Impact		Acquired		June 30, 2025
	(in millions)
Americas	$	2,625.7	$	(2.2)	$	—	$	2,623.5
International	854.5		7.4		1.3		863.2
Total	$	3,480.2	$	5.2	$	1.3	$	3,486.7

The gross amounts and accumulated amortization of the Company’s acquired identifiable intangible assets with finite useful lives as of June 30, 2025 and September 30, 2024, included in intangible assets—net, in the accompanying consolidated balance sheets, were as follows:


	June 30, 2025						September 30, 2024
	Gross Amount		Accumulated Amortization		Intangible Assets, Net		Gross Amount		Accumulated Amortization		Intangible Assets, Net		Amortization Period
	(in millions)												(years)
Backlog and Customer relationships	$	7.4	$	(2.2)	$	5.2	$	671.7	$	(664.8)	$	6.9	1 - 11

Amortization expense of acquired intangible assets included within cost of revenue was $1.8 million and $14.1 million for the nine months ended June 30, 2025 and 2024, respectively. The following table presents estimated amortization expense of existing intangible assets for the remainder of fiscal 2025 and for the succeeding years:


Fiscal Year	(in millions)
2025 (three months remaining)	$	0.4
2026	1.5
2027	1.5
2028	1.5
2029	0.3

Total	$	5.2